NEW JERSEY RESOURCES CORP — Director's Dealing 2018

Nov 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2018-11-13

Reporting Person: DOWNES LAURENCE M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-13	Common Stock	M	17364	—	Acquired	417378.969	Direct
2018-11-13	Common Stock	F	9176	$47.98	Disposed	408202.969	Direct
2018-11-13	Common Stock	M	14585	—	Acquired	427329.969	Direct
2018-11-13	Common Stock	F	9421	$47.98	Disposed	417908.969	Direct
2018-11-13	Common Stock	M	7707	—	Acquired	425820.969	Direct
2018-11-13	Common Stock	F	3897	$47.98	Disposed	421923.969	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-13	Performance Shares	$	M	17364	Disposed		Common Stock (17364.0)	Direct
2018-11-13	Performance Shares	$	M	14585	Disposed		Common Stock (14585.0)	Direct
2018-11-13	Performance Shares	$	M	7707	Disposed		Common Stock (7707.0)	Direct

Footnotes

F1: Total has been adjusted downward by 174 shares to reflect Performance Shares vesting at 99% of target. Total also includes accrued dividend equivalents. Each dividend equivalent converts into 1 share of New Jersey Resources Corporation (NJR) Common Stock upon vesting.

F2: Represents shares withheld to pay taxes due upon vesting of Performance Share awards.

F3: Total has been adjusted upward by 3,063 shares to reflect Performance Shares vesting at 121% of target, plus accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.

F4: Total includes accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.

F5: Represents number of Performance Shares, which vested at 99% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR's Common Stock. There is no purchase or sale price upon vesting of the Performance Shares.

F6: Represents number of Performance Shares, which vested at 121% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.

F7: Represents first vesting of performance-based restricted stock units previously granted on November 14, 2017, the remainder of which will vest in two equal annual installments beginning on November 2019. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.